HEICO Corporation (NYSE: HEI) sells $1.2B senior notes to reduce revolver debt

Q: What debt securities did HEICO (HEI) issue in July 2026?

HEICO issued $550 million of 4.950% Senior Notes due 2031 and $650 million of 5.400% Senior Notes due 2036. Together, these unsecured senior obligations total $1.2 billion in aggregate principal amount under an automatically effective shelf registration.

Q: How large is HEICO's new senior notes offering (HEI)?

HEICO completed a $1.2 billion senior notes offering, split between 2031 and 2036 maturities. The transaction includes $550 million of 4.950% notes due 2031 and $650 million of 5.400% notes due 2036, all as senior unsecured obligations of the company.

Q: What will HEICO (HEI) do with the net proceeds from the notes?

HEICO intends to use the net proceeds from the $1.2 billion notes offering to pay down borrowings outstanding under its $2.2 billion revolving credit agreement . Management comments indicate this is expected to preserve capacity for potential future acquisition activity.

Q: What are the interest rates and maturities of HEICO's new notes (HEI)?

The 2031 Notes bear interest at 4.950% and mature on August 1, 2031 , while the 2036 Notes carry a 5.400% coupon and mature on August 1, 2036 . Interest is payable semi-annually starting February 1, 2027.

Q: How does the notes offering affect HEICO's credit facility (HEI)?

HEICO plans to apply the net proceeds from the $1.2 billion notes to reduce borrowings under its $2.2 billion revolving credit agreement . Company statements highlight that this will leave substantial borrowing capacity available for potential future acquisitions.

Q: What investor protections are included in HEICO's new notes (HEI)?

The notes are issued under an indenture that includes a change of control triggering event requiring an offer to purchase the notes, customary covenants limiting liens and sale-leaseback transactions, and standard merger and consolidation restrictions, along with usual events of default and acceleration rights.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

HEICO Corporation completed a $1.2 billion senior notes offering, issuing $550 million aggregate principal amount of 4.950% Senior Notes due 2031 and $650 million aggregate principal amount of 5.400% Senior Notes due 2036. The notes are direct, unsecured senior obligations ranking equally with HEICO’s other senior unsecured debt.

Interest is payable semi-annually in arrears on February 1 and August 1, beginning February 1, 2027, with maturities on August 1, 2031 and August 1, 2036. HEICO plans to use the net proceeds to pay down borrowings under its $2.2 billion revolving credit agreement. The notes are redeemable at HEICO’s option, and a change of control triggering event would require an offer to purchase the notes. The indenture includes customary covenants limiting certain liens, sale-leaseback transactions and major corporate reorganizations, as well as standard events of default and acceleration provisions.

Filing Explained

The July 16, 2026 8-K states that the completed $1.2 billion notes offering used HEICO’s automatically effective July 13, 2026 S-3ASR shelf; that shelf authorizes future registered securities offerings but does not itself sell securities, so it establishes capacity rather than another completed issuance.

Sources and calculations

HEICO Corporation Form 8-K reporting the senior notes offering (2026-07-16)
Form S-3 purpose (2026-07-14)

8-K Event Classification

5 items: 1.01, 2.03, 7.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

2031 Notes: $550,000,000 principal amount 2036 Notes: $650,000,000 principal amount Total Senior Notes Offering: $1.2 billion +5 more

8 metrics

2031 Notes $550,000,000 principal amount 4.950% Senior Notes due 2031 issued under Underwriting Agreement

2036 Notes $650,000,000 principal amount 5.400% Senior Notes due 2036 issued concurrently

Total Senior Notes Offering $1.2 billion Aggregate principal amount of 2031 and 2036 Notes

Revolving Credit Agreement Size $2.2 billion HEICO’s revolving credit agreement to be paid down with proceeds

2031 Notes Coupon 4.950% Fixed interest rate on Senior Notes due 2031

2036 Notes Coupon 5.400% Fixed interest rate on Senior Notes due 2036

Interest Payment Schedule February 1 and August 1 Semi-annual interest payments commencing February 1, 2027

Maturity Dates August 1, 2031 and August 1, 2036 Respective maturities of the 2031 Notes and 2036 Notes

Key Terms

Senior Notes, Indenture, shelf registration statement, change of control triggering event, +1 more

5 terms

Senior Notes financial

"issuance and sale by the Company of $550,000,000 principal amount of the Company’s 4.950% Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"The Notes were issued pursuant to an Indenture, dated as of July 16, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

shelf registration statement regulatory

"The Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3ASR"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

change of control triggering event financial

"The Company may be required to make an offer to purchase the Notes upon the occurrence of a “change of control triggering event”"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

sale and leaseback transactions financial

"limit the Company’s and its subsidiaries’ ability to grant liens to secure indebtedness or engage in sale and leaseback transactions"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/16/2026 - 05:13 PM Accepted by SEC EDGAR 07/16/2026 - 05:12 PM

FAQ

What debt securities did HEICO (HEI) issue in July 2026?

HEICO issued $550 million of 4.950% Senior Notes due 2031 and $650 million of 5.400% Senior Notes due 2036. Together, these unsecured senior obligations total $1.2 billion in aggregate principal amount under an automatically effective shelf registration.

How large is HEICO's new senior notes offering (HEI)?

HEICO completed a $1.2 billion senior notes offering, split between 2031 and 2036 maturities. The transaction includes $550 million of 4.950% notes due 2031 and $650 million of 5.400% notes due 2036, all as senior unsecured obligations of the company.

What will HEICO (HEI) do with the net proceeds from the notes?

HEICO intends to use the net proceeds from the $1.2 billion notes offering to pay down borrowings outstanding under its $2.2 billion revolving credit agreement. Management comments indicate this is expected to preserve capacity for potential future acquisition activity.

What are the interest rates and maturities of HEICO's new notes (HEI)?

The 2031 Notes bear interest at 4.950% and mature on August 1, 2031, while the 2036 Notes carry a 5.400% coupon and mature on August 1, 2036. Interest is payable semi-annually starting February 1, 2027.

How does the notes offering affect HEICO's credit facility (HEI)?

HEICO plans to apply the net proceeds from the $1.2 billion notes to reduce borrowings under its $2.2 billion revolving credit agreement. Company statements highlight that this will leave substantial borrowing capacity available for potential future acquisitions.

What investor protections are included in HEICO's new notes (HEI)?

The notes are issued under an indenture that includes a change of control triggering event requiring an offer to purchase the notes, customary covenants limiting liens and sale-leaseback transactions, and standard merger and consolidation restrictions, along with usual events of default and acceleration rights.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): July 13, 2026

HEICO CORPORATION

(Exact name of registrant as specified in its charter)

Florida		001-04604		65-0341002
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

3000 Taft Street, Hollywood, Florida 33021

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 987-4000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	HEI	New York Stock Exchange
Class A Common Stock, $.01 par value per share	HEI.A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into Material Definitive Agreement.

On July 13, 2026, HEICO Corporation (“HEICO” or the “Company”) executed an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as the representatives of the several underwriters listed in Schedule 1 therein, with regard to the issuance and sale by the Company of $550,000,000 principal amount of the Company’s 4.950% Senior Notes due 2031 (the “2031 Notes”) and $650,000,000 principal amount of the Company’s 5.400% Senior Notes due 2036 (the “2036 Notes” and collectively with the 2031 Notes, the “Notes”). The Underwriting Agreement contains customary representations, warranties and covenants of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions.

On July 16, 2026, the Company completed the public offer and sale of the Notes (the “Notes Offering”). The Company intends to use the net proceeds from the sale of the Notes to pay down borrowings outstanding on its Existing Credit Facility (as defined below).

The Notes were offered and sold pursuant to the Company’s shelf registration statement on Form S-3ASR, which became automatically effective on July 13, 2026 (File No. 333-297410). The Notes were issued pursuant to an Indenture, dated as of July 16, 2026 (the “Base Indenture”), between the Company and Truist Bank, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of July 16, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing February 1, 2027. The 2031 Notes mature on August 1, 2031 and the 2036 Notes mature on August 1, 2036. The Notes are direct, unsecured senior obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness. HEICO may redeem the Notes at any time in whole, or from time to time in part, prior to the applicable par call date at the applicable redemption price described in the Indenture. On or after the applicable par call date the Notes will be redeemable, at HEICO’s option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption. The Company may be required to make an offer to purchase the Notes upon the occurrence of a “change of control triggering event” as described in the Indenture.

The Indenture includes certain customary covenants that, among other things, limit the Company’s and its subsidiaries’ ability to grant liens to secure indebtedness or engage in sale and leaseback transactions and the Company’s ability to merge or consolidate with, or convey, transfer or lease all or substantially all of its assets to, a third party, as further described in the Indenture. Each of these limitations is subject to certain important qualifications and exceptions. The Indenture also includes certain customary events of default. The occurrence of an event of default will either automatically, in certain instances, or upon declaration by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, in other instances, cause the acceleration of the amounts due under the Notes.

All references to the “Existing Credit Facility” in this Form 8-K refer to the revolving credit agreement, dated as of November 6, 2017, by and among the Company and the several banks and other financial institutions from time to time who are a party thereto, and Truist Bank, as Administrative Agent, as amended and as may be further amended, restated, supplemented, refinanced, refunded or replaced from time to time, including any such refinancing, refunding or replacement that increases the amount of borrowings thereunder or alters the maturity thereof.

The foregoing description of the Underwriting Agreement, the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture and the form of each Note, copies of which are filed as Exhibits 1.1, 4.1, 4.2, 4.3, and 4.4, respectively, hereto and are incorporated herein by reference.

Item 2.03. Creation of Direct Financial Obligation.

The information set forth in Item 1.01 above with respect to the Notes and the Indenture is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

Item 7.01. Regulation FD Disclosure.

On July 16, 2026, HEICO issued a press release announcing the completion of the Notes Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

The information included in this Item 7.01 and Exhibit 99.1 included with this Current Report on Form 8-K shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

A copy of the opinion delivered by Akerman LLP, counsel to the Company, regarding the legality of the Notes, is filed as Exhibit 5.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement, dated July 13, 2026, by and among HEICO Corporation and BofA Securities, Inc., PNC Capital Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto.
4.1		Indenture, dated July 16, 2026, between HEICO Corporation and Truist Bank, as trustee.
4.2		First Supplemental Indenture, dated July 16, 2026, between HEICO Corporation and Truist Bank, as trustee.
4.3		Form of 4.950% Notes due 2031 (form included as Exhibit A to the First Supplemental Indenture being filed herewith as Exhibit 4.2).
4.4		Form of 5.400% Notes due 2036 (form included as Exhibit B to the First Supplemental Indenture being filed herewith as Exhibit 4.2).
5.1		Opinion of Akerman LLP.
23.1		Consent of Akerman LLP (contained in Exhibit 5.1 filed herewith).
99.1		Press Release, dated July 16, 2026.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEICO CORPORATION

Dated: July 16, 2026	By:	/s/ Carlos L. Macau, Jr.
		Carlos L. Macau, Jr.
		Executive Vice President -
		Chief Financial Officer and Treasurer

Exhibit 99.1

HEICO Corporation Closes $1.2 Billion Senior Notes Offering

MIAMI, FL and HOLLYWOOD, FL / ACCESS Newswire / July 16, 2026 / HEICO Corporation (NYSE:HEI.A, HEI) today announced that it closed an offering of $550 million in aggregate principal amount of 4.950% Senior Notes due 2031 (the "2031 Notes") and $650 million in aggregate principal amount of 5.400% Senior Notes due 2036 (the "2036 Notes", and together with the 2031 Notes, the "Notes").

HEICO will use the net proceeds from the sale of the Notes to pay down outstanding borrowings under its $2.2 billion revolving credit agreement, leaving the Company with substantial ability and flexibility to fund future potential acquisitions.

Eric A. Mendelson and Victor H. Mendelson, HEICO's Co-Chairmen and Co-Chief Executive Officers, stated, "HEICO's strong operating performance and solid balance sheet earned investment grade ratings on our existing notes issued in 2023 and the Notes issued today. Building on our inaugural issuance in 2023, this second offering gives us an efficient way to fund ongoing acquisition activity."

Carlos L. Macau Jr., HEICO's Chief Financial Officer and Executive Vice President, added, "This offering expands HEICO's capital sources and gives HEICO greater flexibility to pursue continued growth. Further, our well-staggered borrowing maturity schedule provides excellent planning and financial safety for the Company."

Truist Securities, BofA Securities, PNC Capital Markets LLC, Wells Fargo Securities, Credit Agricole CIB and TD Securities served as joint book-running managers for the offering, with Co-Managers including Huntington Securities, J.P. Morgan, M&T Securities and RBC Capital Markets. Akerman LLP served as legal counsel to HEICO. King & Spalding LLP served as legal counsel to the joint book-running managers.

About HEICO

HEICO Corporation is engaged primarily in the design, production, servicing and distribution of products and services to certain niche segments of the aviation, defense, space, medical, telecommunications and electronics industries through its Hollywood, Florida-based Flight Support Group and its Miami, Florida-based Electronic Technologies Group. HEICO's customers include a majority of the world's airlines and overhaul shops, as well as numerous defense and space contractors and military agencies worldwide, in addition to medical, telecommunications and electronics equipment manufacturers. For more information about HEICO, please visit our website at https://www.heico.com.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements, which are subject to risks, uncertainties and contingencies. HEICO's actual results may differ materially from those expressed in or implied by those forward-looking statements. Factors that could cause such differences include, among others: the severity, magnitude and duration of public health threats; our liquidity and the amount and timing of cash generation; lower commercial air travel, airline fleet changes or airline purchasing decisions, which could cause lower demand for our goods and services; product specification costs and requirements, which could cause an increase in our costs to complete contracts; governmental and regulatory demands, export policies and restrictions, reductions in defense, space or homeland security spending by U.S. and/or foreign customers or competition from existing and new competitors, which could reduce our sales; our ability to introduce new products and services at profitable pricing levels, which could reduce our sales or sales growth; product development or manufacturing difficulties, which could increase our product development and manufacturing costs and delay sales; cybersecurity events or other disruptions of our information technology systems could adversely affect our business; and our ability to make acquisitions, including obtaining any applicable domestic and/or foreign governmental approvals, and achieve operating synergies from acquired businesses; customer credit risk; interest, foreign currency exchange and income tax rates; and economic conditions, including the effects of inflation, within and outside of the aviation, defense, space, medical, telecommunications and electronics industries, which could negatively impact our costs and revenues. Parties receiving this material are encouraged to review all of HEICO's filings with the Securities and Exchange Commission including, but not limited to filings on Form 10-K, Form 10-Q and Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Contact:

Victor H. Mendelson (305) 374-1745

Carlos L. Macau, Jr. (954) 744-7570

SOURCE: HEICO Corporation

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents

Press Releases

EX-99.1 PRESS RELEASE, DATED JULY 16, 2026 8.5 KB